JOHNSON & JOHNSON — Director's Dealing 2006

Oct 30, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2006-10-29

Reporting Person: VALERIANI NICHOLAS J (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-29	Common	M	2000	$26.00	Acquired	39807	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-29	Employee Stock Option (Right to Buy)	$26.00	M	2000	Disposed	2006-12-04	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	8773	Indirect
Common	3146	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	2927	Direct

Footnotes

F1: Adjusted to reflect two-for-one stock split in 2001.

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (09/29/2006).

F3: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: The Phantom Stock Units held under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement.

F5: The Phantom Stock converts into common stock on a one-for-one basis.

F6: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.